Capital Infra Trust unitholders have approved the acquisition of six highway special purpose vehicles and a preferential allotment to sponsor Gawar Construction Limited. The postal ballot results, declared on September 9, 2026, show overwhelming support for the expansion plan.

The trust sought approval for four key resolutions under SEBI InvIT Regulations. The first resolution, requiring a simple majority, authorized the acquisition of 100% equity in six target SPVs: Gawar Bhiwani Highway Private Limited, Gawar Kangra Highways Private Limited, Gawar Pathankot Mandi Highway Private Limited, Gawar Udaipur Highway Private Limited, Gawar Waranga Highways Private Limited, and Gawar Rudrapur Highway Private Limited.

Voting Breakdown by Resolution

The voting process was conducted via remote e-voting through KFin Technologies Limited. The cut-off date for entitlement was August 14, 2026. Related party votes were excluded for resolutions involving connected transactions.

Key Observations on Shareholder Support

Public institutions demonstrated near-unanimous support across all resolutions. For the acquisition resolution, public institutions voted 100% in favour, casting 18,73,21,627 votes. Public non-institutions also showed strong backing, with 99.99% support for the acquisition.

The sponsor group, holding 15,94,34,890 units, abstained from voting on the acquisition, fund raising, and preferential allotment resolutions due to related-party regulations. However, the sponsor participated in the borrowing authority vote, contributing to the 78.32% approval by value required for that special resolution.

What the Numbers Show

The divergence in voting patterns highlights the structural separation between operational approvals and capital structure decisions. While the sponsor group abstained from the asset acquisition and preferential allotment votes to maintain regulatory compliance, their participation in the borrowing authority vote was critical. The borrowing resolution required a special majority based on total outstanding units (75%), whereas the other special resolutions required a majority of votes cast (60%). This distinction allowed the sponsor’s substantial stake to influence the leverage capacity without compromising the independence of the asset acquisition approval.

Preferential Allotment Details

The fourth resolution approved the issuance of units on a preferential basis to Gawar Construction Limited for an aggregate consideration of up to ₹1,24,99,92,800. This move strengthens the sponsor’s stake while providing fresh capital for the trust’s growth initiatives.

The scrutinizer report was submitted by Vaibhav Dandawate of Makarand M. Joshi & Co. The results were declared on September 9, 2026, marking the end of the voting period.

Capital Infra Trust has initiated a postal ballot process to seek unitholder approval for the acquisition of six highway special purpose vehicles (SPVs) held by its sponsor, Gawar Construction Limited. The transaction involves an aggregate adjusted enterprise value of ₹29,214 million, based on a valuation report dated August 17, 2026. Remote e-voting for the resolutions will begin on August 18, 2026, at 9:00 am and end on September 9, 2026, at 5:00 pm.

The board of Gawar Investment Manager Private Limited, acting as the investment manager, approved the postal ballot notice during its meeting on August 17, 2026. The cut-off date for determining eligible unitholders is August 14, 2026. KFin Technologies Limited has been appointed as the agency to provide the remote e-voting facility.

Asset acquisition details

The trust proposes to acquire 100% equity share capital in one or more tranches of six entities. The acquisition requires a simple majority vote (more than 50% of votes cast). The following table presents the adjusted enterprise value of each SPV:

Gawar Waranga Highways Private Limited represents the largest single asset in the basket, valued at ₹7,328 million.

Fund raising and preferential issue

To finance these acquisitions and other corporate purposes, the board authorised raising capital up to an aggregate value not exceeding ₹26,750 million. This may be executed through institutional placement of units, debt raising, or a combination thereof. This resolution requires a special majority (at least 60% of votes cast).

Additionally, the board approved the issuance of up to 1,66,11,200 units on a preferential basis to the sponsor, Gawar Construction Limited. The issue price is set at ₹75.25 per unit, aggregating to a maximum consideration of ₹1,24,99,92,800. This resolution also requires a special majority (at least 60% of votes cast).

Borrowing authority

The postal ballot includes a resolution to grant authority to borrow and create charge on assets. This requires a special majority where approval from 75% of the unitholders by value is obtained. The borrowing aims to ensure the net borrowing ratio remains below 70% of the aggregate value of the trust assets, in compliance with SEBI InvIT Regulations.

Management changes

Effective August 17, 2026, Amit Kumar was redesignated from Chief Financial Officer to Chief Investment Officer. Concurrently, Akhil Banthiya was appointed as the new Chief Financial Officer. Both changes were approved during the board meeting held on August 17, 2026.